Common use of Intent and Interpretation Clause in Contracts

Intent and Interpretation. Each of parties hereto stipulates and acknowledges that Dynegy has made, prior to the date of the Original Agreement, a careful evaluation of Shareholder, its investment objectives with regard to the Class B Shares and its lack of intent to obtain control of Dynegy by its acquisition thereof, and the compatibility of such objectives with the objectives of Dynegy; that such factors were critical to Dynegy in the decision to consummate the Acquisition and thereby issue a large block of voting securities to Shareholder; that, absent the restrictions in this Agreement, ownership of the Class B Shares would present an unusual opportunity for Shareholder to gain effective control of Dynegy; that Dynegy might have reached a different decision with regard to the Acquisition and the resulting issuance of the Class B Shares to a group of related persons had such persons been other than Shareholder; therefore, that the restrictions set forth in this Agreement are a material part of the consideration received by Dynegy for the issuance of the Class B Shares in the Acquisition, and that the primary intent of such restrictions is to insure that such block of securities does not come to rest in the hands or under the control of any single holder or group of holders other than Shareholder EXECUTION VERSION and that the size of such block of securities is not, except as otherwise herein provided, increased over a prescribed amount, without the consent of Dynegy. Shareholder acknowledges and agrees that such purpose and intent are reasonable and that the restrictions set forth in this Agreement are reasonable in view of such purpose and intent. Further, Shareholder and Dynegy agree that, should any disagreement arise in the interpretation of any such restrictions as applied to any set of facts, such disagreement shall be resolved by interpreting and applying each restriction in the manner that will most nearly effectuate the purpose and intent of such restrictions as herein stated.

Intent and Interpretation. Each of parties hereto stipulates and acknowledges that Dynegy has made, prior to the date of the Original Agreement, a careful evaluation of Shareholder, its investment objectives with regard to the Class B Shares and its lack of intent to obtain control of Dynegy by its acquisition thereof, and the compatibility of such objectives with the objectives of Dynegy; that such factors were critical to Dynegy in the decision to consummate the Acquisition and thereby issue a large block of voting securities to Shareholder; that, absent the restrictions in this Agreement, ownership of the Class B Shares would present an unusual opportunity for Shareholder to gain effective control of Dynegy; that Dynegy might have reached a different decision with regard to the Acquisition and the resulting issuance of the Class B Shares to a group of related persons had such persons been other than Shareholder; therefore, that the restrictions set forth in this Agreement are a material part of the consideration received by Dynegy for the issuance of the Class B Shares in the Acquisition, and that the primary intent of such restrictions is to insure that such block of securities does not come to rest in the hands or under the control of any single holder or group of holders other than Shareholder EXECUTION VERSION and that the size of such block of securities is not, except as otherwise herein provided, increased over a prescribed amount, without the consent of Dynegy. Shareholder acknowledges and agrees that such purpose and intent are reasonable and that the restrictions set forth in this Agreement are reasonable in view of such purpose and intent. Further, Shareholder and Dynegy agree that, should any disagreement arise in the interpretation of any such restrictions as applied to any set of facts, such disagreement shall be resolved by interpreting and applying each restriction in the manner that will most nearly effectuate the purpose and intent of such restrictions as herein stated.

Intent and Interpretation. Each of parties hereto stipulates and acknowledges that Dynegy Stanford has made, prior to the date of the Original Agreementhereof, a careful evaluation of ShareholderStockholder, its investment objectives with regard to the Class B Shares and its lack of intent to obtain control of Dynegy Stanford by its acquisition thereof, and the compatibility of such objectives with the objectives of DynegyStanford; that such factors were critical to Dynegy Stanford in the decision to consummate the Acquisition Merger and thereby issue a large block of voting securities to ShareholderStockholder; that, absent the restrictions in this Agreement, ownership of the Class B Shares would present an unusual opportunity for Shareholder Stockholder to gain effective control of DynegyStanford; that Dynegy Stanford might have reached a different decision with regard to the Acquisition Merger and the resulting issuance of the Class B Shares to a group of related persons had such persons been other than ShareholderStockholder; therefore, that the restrictions set forth in this Agreement are a material part of the consideration received by Dynegy Stanford for the issuance of the Class B Shares in the AcquisitionMerger, and that the primary intent of such restrictions is to insure that such block of securities does not come to rest in the hands or under the control of any single holder or group of holders other than Shareholder EXECUTION VERSION Stockholder and that the size of such block of securities is not, except as otherwise herein provided, increased over a prescribed amount, without the consent of DynegyStanford. Shareholder Stockholder acknowledges and agrees that such purpose and intent are reasonable and that the restrictions set forth in this Agreement are reasonable in view of such purpose and intent. Further, Shareholder Stockholder and Dynegy Stanford agree that, should any disagreement arise in the interpretation of any such restrictions as applied to any set of facts, such disagreement shall be resolved by interpreting and applying each restriction in the manner that will most nearly effectuate the purpose and intent of such restrictions as herein stated.

Intent and Interpretation. Each of parties hereto stipulates and acknowledges that Dynegy has made, prior to the date of the Original Agreement, a careful evaluation of Shareholder, its investment objectives with regard to the Class B Shares and its lack of intent to obtain control of Dynegy by its acquisition thereof, and the compatibility of such objectives with the objectives of Dynegy; that such factors were critical to Dynegy in the decision to consummate the Acquisition and thereby issue a large block of voting securities to Shareholder; that, absent the restrictions in this Agreement, ownership of the Class B Shares would present an unusual opportunity for Shareholder to gain effective control of Dynegy; that Dynegy might have reached a different decision with regard to the Acquisition and the resulting issuance of the Class B Shares to a group of related persons had such persons been other than Shareholder; therefore, that the restrictions set forth in this Agreement are a material part of the consideration received by Dynegy for the issuance of the Class B Shares in the Acquisition, and that the primary intent of such restrictions is to insure that such block of securities does not come to rest in the hands or under the control of any single holder or group of holders other than Shareholder EXECUTION VERSION and that the size of such block of securities is not, except as otherwise herein provided, increased over a prescribed amount, without the consent of Dynegy. Shareholder acknowledges and agrees that such purpose and intent are reasonable and that the restrictions set forth in this Agreement are reasonable in view of such purpose and intent. Shareholder also agrees and acknowledges that such purpose and intent and such restrictions are and remain reasonable notwithstanding that the Class B Shares subject to this Agreement will include any and all Optional Conversion Shares acquired by Shareholder to the extent and upon the terms specified herein. Further, Shareholder and Dynegy agree that, should any disagreement arise in the interpretation of any such restrictions as applied to any set of facts, such disagreement shall be resolved by interpreting and applying each restriction in the manner that will most nearly effectuate the purpose and intent of such restrictions as herein stated.

Intent and Interpretation. Each of parties hereto stipulates and acknowledges that New Dynegy has made, prior to the date of the Original Agreementhereof, a careful evaluation of Shareholderthe Initial Shareholders, its their investment objectives with regard to the Class B Shares and its their lack of intent to obtain control of New Dynegy by its acquisition thereof, and the compatibility of such objectives with the objectives of New Dynegy; that such factors were critical to New Dynegy in the decision to consummate the Acquisition and thereby issue a large block of voting securities to Shareholderthe Initial Shareholders; that, absent the restrictions in this Agreement, ownership of the Class B Shares would present an unusual opportunity for Shareholder the Shareholders to gain effective control of New Dynegy; that New Dynegy might have reached a different decision with regard to the Acquisition and the resulting issuance of the Class B Shares to a group of related persons Persons had such persons Persons been other than Shareholderthe Initial Shareholders; therefore, that the restrictions set forth in this Agreement are a material part of the consideration received by New Dynegy for the issuance of the Class B Shares in the Acquisition, and that the primary intent of such restrictions is to insure ensure that such block of securities does not come to rest in the hands or under the control of any single holder or group of holders other than Shareholder EXECUTION VERSION the Shareholders and that the size of such block of securities is not, except as otherwise herein provided, increased over a prescribed amount, without the consent of New Dynegy. Shareholder acknowledges The Initial Shareholders acknowledge and agrees agree that such purpose and intent are reasonable and that the restrictions set forth in this Agreement are reasonable in view of such purpose and intent. Further, Shareholder the Shareholders and New Dynegy agree that, should any disagreement arise in the interpretation of any such restrictions as applied to any set of facts, such disagreement shall be resolved by interpreting and applying each restriction in the manner that will most nearly effectuate the purpose and intent of such restrictions as herein stated.